Welcome to our dedicated page for Netclass Technology SEC filings (Ticker: NTCL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The NETCLASS TECHNOLOGY INC (NTCL) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer listed on Nasdaq. NetClass files annual reports on Form 20-F and current reports on Form 6-K under the Securities Exchange Act of 1934, offering detailed information on its smart education software business, capital structure, and governance.
Through its Form 6-K filings, NetClass furnishes earnings releases and financial statements, including unaudited condensed consolidated results for interim periods. These documents break down revenues from subscription services and application development, cost of revenues, operating expenses such as selling and marketing, general and administrative, and research and development, as well as net loss and comprehensive loss. Balance sheet data in these filings outlines assets, liabilities, and shareholders’ equity, including Class A and Class B ordinary shares.
NetClass also uses Form 6-K to report financing transactions and securities purchase agreements, such as a convertible promissory note and related Class A ordinary shares sold to an accredited investor, and a PIPE financing involving the issuance of 1,500,000 Class A ordinary shares to an institutional investor. These filings describe key terms, exemptions from registration under the Securities Act of 1933, and related press releases. Additional 6-Ks address corporate actions and governance matters, including the establishment of a Singapore subsidiary, relocation of headquarters, and shareholder meetings approving changes to voting rights for Class B ordinary shares and adopting amended and restated memorandum and articles of association.
On Stock Titan, these filings are updated as they appear on EDGAR, and AI-powered tools summarize the contents of lengthy reports. Users can quickly understand the main points of NetClass’s 6-K submissions, identify how financing arrangements may affect the capital structure, and see how governance decisions impact voting rights. This page is a central resource for reviewing NTCL’s official SEC communications, financial disclosures, and material corporate developments.
Netclass Technology Inc reported the results of an extraordinary general meeting where shareholders approved several major capital and governance changes. The company’s authorized share capital will increase from US$50,000 (200,000,000 ordinary shares) to US$10,000,000, divided into 40,000,000,000 ordinary shares of par value US$0.00025 each, comprising 38,000,000,000 Class A and 2,000,000,000 Class B shares.
Voting power is concentrated in Class B shares, which carry fifty votes per share versus one vote for Class A. Shares present represented 91.1% of total voting power, and all six proposals passed, including adoption of amended governing documents and broad authority for the board to implement up to 2000‑for‑1 share consolidations over two years and to take related administrative actions.
NETCLASS TECHNOLOGY INC has filed an F-3 shelf registration allowing it to offer up to $100,000,000 of Class A ordinary shares, share purchase contracts and units, warrants, debt securities, rights and units from time to time. The company’s Class A Ordinary Shares trade on Nasdaq under “NTCL”. As of this prospectus, it had 19,992,031 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares outstanding, with a public float valued at about $4.07 million based on a $0.36 share price. NetClass is a Cayman holding company whose operations are conducted mainly through subsidiaries in the PRC, Hong Kong, Singapore and Japan, and it highlights significant legal, regulatory, data security and HFCAA-related risks that could affect its ability to continue U.S. listings or future offerings. The structure allows funds raised in future offerings to be used across the group, but the company does not expect to pay cash dividends in the foreseeable future.
NetClass Technology Inc. is a Cayman Islands holding company whose operations are conducted through subsidiaries in mainland China, Hong Kong, Singapore and Japan. Its Class A ordinary shares trade on Nasdaq under the symbol NTCL.
As of September 30, 2025, the company had 18,487,030 Class A ordinary shares and 2,000,000 Class B ordinary shares outstanding. The filing emphasizes extensive legal and regulatory risks tied to PRC oversight of offshore listings, cybersecurity and data security reviews, evolving CSRC filing rules, and potential impacts of the Holding Foreign Companies Accountable Act on continued U.S. trading.
The report explains complex cash-flow, dividend and foreign-exchange controls affecting movement of funds from PRC, Hong Kong, Singapore and Japan subsidiaries to the Cayman parent. NetClass states it has obtained required local business licenses, currently does not pay dividends, and intends to reinvest earnings in research, development and business expansion.
NETCLASS TECHNOLOGY INC updated its compensation arrangements with independent director Angel Colon through a new director offer letter effective January 1, 2026. Under the new terms, he will receive $45,000 in cash per calendar year, paid monthly on a pro-rated basis, plus an additional $9,000 per year paid quarterly.
For his prior service from August 1, 2025 to December 31, 2025, the company will pay him $3,749.40 in cash instead of issuing 2,083 Class A ordinary shares, using a value of $1.80 per share. The agreement also confirms reimbursement of reasonable expenses, continued D&O insurance coverage if available, and indemnification protections, while replacing the 2022 director offer letter in full.
NETCLASS TECHNOLOGY INC reported that Nasdaq has notified the company its Class A ordinary shares no longer meet the minimum bid price requirement of $1 per share, after trading below that level for 30 consecutive business days. The notice does not immediately affect the listing, and the shares continue trading on Nasdaq under the symbol NTCL.
The company has 180 calendar days, until July 27, 2026, to regain compliance by having a closing bid of at least $1 for 10 consecutive business days. If it still falls short, NetClass may seek an additional compliance period, potentially including a reverse stock split, but Nasdaq could ultimately move to delist the shares. NetClass is evaluating options and aims to regain compliance, while cautioning there is no assurance it will succeed.
NETCLASS TECHNOLOGY INC is calling an extraordinary general meeting on February 13, 2026 to seek wide-ranging changes to its share capital and governing documents. Shareholders are asked first to approve a large increase in authorized share capital from 200,000,000 ordinary shares (US$50,000 total par value) to 40,000,000,000 ordinary shares (US$10,000,000 total par value), split into 38,000,000,000 Class A and 2,000,000,000 Class B shares.
The company also seeks to adopt a third amended and restated memorandum and articles of association to reflect this higher authorization, and to give the board discretion for up to two years to implement one or more share consolidations (reverse share splits) of up to 2,000:1 across both share classes. The stated purpose is to help the Class A shares maintain Nasdaq’s minimum US$1.00 bid price listing requirement. Additional proposals would update the charter after each consolidation, grant broad implementation authority to directors and service providers, and allow adjournment of the meeting if more time is needed to secure votes. As of January 16, 2026, there were 19,992,031 Class A and 2,000,000 Class B shares outstanding.
Netclass Technology Inc reported results of its recent shareholder meetings. Separate meetings of Class A and Class B shareholders, followed by the annual general meeting, approved increasing the voting rights of Class B ordinary shares from fifteen to fifty votes per share, subject to the Second Amended and Restated Memorandum and Articles of Association. Shareholders also adopted this updated governing document to implement the voting change and add customary post-IPO and corporate-governance provisions for a listed Cayman Islands company. At the annual meeting, five directors — Jianbiao Dai, Lina Chen, Xianghong Zhou, Angel Colon, and Xiao Fu — were reappointed, and Wei, Wei & Co., LLP was approved as independent registered public accounting firm for the fiscal year ended September 30, 2025. A resolution to allow adjournment of the annual meeting if needed for further proxy solicitation was also approved.
NETCLASS TECHNOLOGY INC closed a private placement (PIPE), issuing 1,500,000 Class A ordinary shares at $1.60 per share for a total purchase price of $2,400,000. The transaction closed on November 13, 2025, and the shares were issued at closing.
The issuance was not registered under the Securities Act and relied on exemptions under Section 4(a)(2) and Regulation D and/or Regulation S. The investor represented that it is either an accredited investor under Regulation D or not a U.S. Person under Regulation S. A related press release titled “NETCLASS TECHNOLOGY INC Announces Closing of $2.4 Million Private Placement (PIPE) Financing” was furnished as Exhibit 99.1.
NetClass Technology Inc (NTCL) furnished a Form 6-K announcing it signed a strategic memorandum of understanding with RunSun Cloud to advance AI computing and application development in Southeast Asia.
The announcement is provided via Exhibit 99.1, a press release dated October 22, 2025. The filing highlights the companies’ intent to collaborate on AI infrastructure and software applications in the region.
NetClass Technology Inc. filed a Form F-1 to register the resale of up to 5,438,788 Class A Ordinary Shares by a selling shareholder. The registered shares include up to 4,369,288 shares issuable upon conversion of a Convertible Note with a principal amount of $2,200,000 (dated August 1, 2025) and 1,069,500 shares already issued to the selling shareholder.
The company is not selling any securities in this offering and will not receive any proceeds from sales by the selling shareholder. The filing provides registration rights for the holder; actual sales, if any, may occur over time under the plan of distribution.
NetClass has a dual‑class structure: each Class A share has one vote and each Class B share has fifteen votes. The Class A Ordinary Shares trade on Nasdaq as “NTCL”. On September 24, 2025, the last reported sale price was $1.60 per share. As of that date, 18,487,030 Class A shares (including 1,069,500 Issued Shares) and 2,000,000 Class B shares were outstanding.
The company operates through subsidiaries in the PRC, Hong Kong and Singapore and highlights legal and operational risks tied to PRC and Hong Kong regulations, data security reviews, overseas listing filings, and HFCAA-related auditor inspection matters.